Delivery Terms 08.10.2021

1. DEFINITIONS AND INTERPRETATION

Ab Tomas Kjellman sells products and services only to corporate and public administration and community clients (hereinafter referred to as business customer) who acquire the merchandise for professional use. The trade between business customers and Ab Tomas Kjellman is governed by Finnish Commercial Law, unless otherwise specified in these terms and conditions.

The following words and phrases included in these terms have the following meanings (unless the context indicates otherwise):

"Terms" means these sales terms.

"Sales Agreement" means a contract for the sale of products and/or services made over the phone, in web commerce, or in written form, which is entered into by the relevant Ab Tomas Kjellman on its behalf (”we”) with the contract party to whom we deliver Products and/or Services (”you”) based on the Order we have accepted.

"Products" means the machines, tools, spare parts, and related services that we deliver based on the Agreement.

"Order" means the order for Products and/or Services we have received from you, whether by phone, in web commerce, or in written form.

"Services" means the services that we provide based on the Agreement.

"Working Day" means any day from Monday to Friday (both included), which is not a statutory holiday at our place of business.

The customer is obligated to provide complete contact details when placing an order. The information required from business customers includes the contact person's name, phone number, and email, as well as the business ID, responsible person's personal ID, mailing address, phone number or numbers, and if necessary, delivery and billing address.

2. APPLICATION

These Terms apply to every Agreement we enter into regarding the sale or delivery of Products and/or Services. In the absence of a written agreement expressly overriding these Terms:

2.1 any other terms that have arisen in any way, express or implied, or any conditions included in any Order or otherwise based on trade custom, the parties' practice, or method of dealing, shall not apply and shall not affect any Agreement unless they have been made into a separate written agreement with us.

2.2 your acceptance of the delivery of Products and/or Services signifies (without affecting Term 2.3 or any other way in which the acceptance of these Terms can be demonstrated) your unconditional acceptance of these Terms;

2.3 our price statements do not constitute an offer and we reserve the right to cancel or amend the statement at any time before accepting an order in accordance with term 3.1. Our acceptance of an order is valid only in writing and signed by our authorized representative.

2.4 No representation made by us or on our behalf related to Products and/or Services binds us or forms any term of any agreement and we are not in any way obligated to you regarding it. If you wish to rely on any representation made by us or on our behalf, you must enter into an express written agreement with us regarding it.

3. PRICE AND PAYMENT

3.1 The price you must pay for Products and/or Services is the price stated in our binding price statement, or if no binding price statement is provided, our current list price for Products and/or Services, less any discount agreed upon in writing with us. Our price statements are valid for 7 days from their issuance unless we have agreed otherwise in writing. We reserve the right to price changes at any time.

3.2 We may add to the price to be paid by you any amount equivalent to the sales tax or customs duty applicable at the time to the sale or delivery of Products and/or Services.

3.3 All amounts payable to us have a due date, and unless explicitly agreed otherwise in writing, our payment terms are cash in full or 10 days net from delivery. We consider that goods have been delivered when they are ready for collection by us.

3.4 No discounts, set-offs, or credits are made or given without our express written consent. If Products and/or Services are delivered in batches or at different times, they can be invoiced separately according to delivery batches, however, so that the overall price agreed in the trade does not change.

3.5 If you fail to adhere to our payment terms, we reserve the right, without prejudice to our other rights, to immediately suspend any delivery of Products and/or Services currently under an Agreement with you without any liability on our part. Upon suspending deliveries and before accepting the termination of the Agreement, we have the right to immediately demand payment for any costs incurred to us from any Agreement along with the full sales profit missed, minus any scrap value of the products possibly remaining with us.

3.6 We will send the invoice in PDF format to the email address you provided. The customer is responsible for ensuring that invoices do not end up in spam and are received. If we send invoices in paper form, we will charge a paper billing surcharge. If you wish to receive a paper invoice, please inform us when making the sales agreement.

3.7 We charge a small order surcharge for invoices under 50 € excluding VAT, according to the current price list.

3.8 We reserve the right to charge an additional fee in the form of annual interest of 16% on amounts unpaid after the due date, calculated daily with a monthly interest rate.

4. CHANGES TO SPECIFICATIONS

Due to our ongoing product development, we reserve the right to change any Product model or specifications without separate notification. No document containing drawings, technical data, weights, dimensions, or images forms or represents part of the Agreement unless we have expressly agreed to it in writing.

5. PRODUCT TESTING

If tests on devices, equipment, or consumables (other than those prescribed by us) are required to be carried out in the presence of your representative, we will charge a reasonable fee. Any delays on your part in arriving for such a test or in the inspection you require will result in the test being carried out seven days after we have notified we are ready for testing, and the test results will be considered accurate regardless of your representative's possible absence.

6. FUNCTIONALITY OF PRODUCTS

6.1 When machines and equipment are manufactured or modified according to your requirements, our responsibility is only to perform those manufacturing or modification operations necessary to meet the requirements based on solely the dimensions, installation tolerances, and information on components and materials you have provided or changes made to them by agreement. We do not give any conditions or warranties that the manufactured or modified machines or equipment will meet any other requirements, including criteria set by legislation.

6.2 All technical information, specifications, and performance figures we provide are based on our own experience with the product in question in our production and tests conducted under normal conditions by us or our subcontractors. We accept no responsibility for the suitability or fitness of the Products and/or Services for any specific use.

7. FORCE MAJEURE

We may cancel any agreement in circumstances that are beyond our reasonable control including (without limiting the generality of the foregoing) natural disasters, wars, civil unrest, strikes, lock-outs, laws or governmental orders, national or local emergencies, fire, flood, earthquake, drought, storm, fog, accidents, labor disputes, or shortages of materials, labor, or transportation.

8. DELIVERY

8.1 We deliver the Products and/or Services to you in the manner specified in the order confirmation.

8.2 We do not accept responsibility for any damage resulting from our late delivery unless it has been agreed upon in writing.

8.3 If the delivery of our Services is prevented or delayed directly or indirectly by you, your employees, or your representatives, any loss or damage incurred by us must be compensated by you.

8.4 We reserve the right to deliver and invoice Products and/or Services in batches, and such Products and/or Services shall be considered subject to a separate Agreement if necessary.

8.5 If we are responsible for transporting the Products and unless otherwise agreed in writing, we reserve the right to choose the method of transport, which is normally the most economical available means of transport. If you require a different method of transport, you must pay any additional costs we invoice you for.

8.6 Products must be collected within 7 days of us notifying that they are ready. If you fail to do so, delivery is considered to have taken place and we have the right to arrange storage at your expense in a location of our choosing on your behalf and at your risk, and you must pay all costs, storage, insurance, and demurrage charges we invoice you for. All charges become due as though delivery had taken place and we have a general lien on the Products until you have paid all overdue amounts to us.

9. PACKAGING

You must dispose of all packaging material in accordance with all relevant environmental regulations (whether statutory or other). We reserve the right to invoice you, and you must pay all costs associated with packaging materials unless they are indicated as returnable and you return them to us freight prepaid and in good condition within 10 working days of receiving the products.

10. LICENSES AND PERMITS

If you require a government or other authority's permission or license for the delivery, transportation, or use of the Products, you must obtain such permission or license (at your own expense) and provide us with proof of it upon request. You have no right to withhold payment of the price or delay its payment if any permission or license is not granted, and you must pay us for any additional costs or expenses incurred in such a case.

11. RETENTION OF TITLE AND TRANSFER OF RISK

11.1 The risk of loss for Products delivered by us to you or on your behalf into your possession transfers to you immediately upon delivery, and you should arrange your insurance coverage accordingly.

11.2 Ownership of the Products transfers to you once you have paid us in full for the agreed price of the products and services (including any interest) and all other amounts due to us for products and services supplied under the agreement. From delivery until ownership of the Products transfers to you, you must insure the Products for their full replacement value with a reputable insurance company and hold any insurance proceeds on our account.

11.3 Until we have received full payment for the Products, you must store the Products on our behalf in a manner that allows them to be identified as our Products. You may not affix the Products to property, and you must return the Products to us immediately upon request by our authorized representative.

11.4 Your right to possess the Products on our behalf immediately ceases if you undertake or fail to undertake any action that would entitle an administrator, liquidator, or any other officer appointed in connection with your business to take possession of assets or would allow an application for the company's dissolution by someone.

11.5 You grant us an irrevocable right to enter any vehicles or premises owned or occupied by you (or in your possession) at any time to retrieve Products whose ownership has not transferred from us to you. We are not liable for any damage to such vehicles or premises caused by the removal of Products to the extent that such damages were not reasonably avoidable, and you are liable to us for any related damage claims.

11.6 You must ensure that if the Products are affixed to a property or building, they can be removed without substantial harm to the property or building, and you must take all necessary steps to prevent the transfer of ownership of the Products to the owner or holder of such property or building. You must agree to repair and compensate for any damage caused by the attachment or removal of the Products to or from the property or building and indemnify us for any loss, damage, or liability that we may incur as a result of such attachment or removal.

12. OUR LIABILITY

12.1 Under the provisions of this term 12, we hereby expressly disclaim all liability related to Products that are not sold by us, even if they form part of the Products we have delivered, except for liability arising from our negligence leading to death or personal injury and notwithstanding the generality of the foregoing, we hereby disclaim all liability for damages, whether direct or indirect, regardless of how they arise, but we will reasonably ensure that any benefits available to us related to the Products supplied are available to you. We disclaim all express or implied statutory or other terms, warranties, and obligations related to the supply of Products/Services or delay in delivery as broadly as the law allows.

12.2 Within the warranty period agreed in writing, we will remedy defects that appear under proper use (at our option) by repair or replacement. This warranty is limited to defects caused solely by inadequate manufacturing materials or workmanship and on condition that you return the defective Products or parts thereof to us immediately at your own expense unless agreed otherwise. If we agree that a person or representative from our employment will come to work or make repairs or exchange parts at your premises, we have the right to invoice you in full for such additional services incurred, e.g., travel expenses, freight, etc., which you must pay upon receipt of the invoice.

12.3 We are not responsible in any way for claims related to the requirement that products or preparations meet any specifications or performance criteria. It is your responsibility to assess the suitability of the Products we supply for the purpose for which you intend to use them.

12.4 We are not liable in any way for any loss of profit, markets, or contracts or for any indirect damage suffered by you or claimed to have been suffered.

12.5 We are not responsible for the costs of removing and/or replacing a product that has been proven or assumed to be unsuitable for the purpose for which you used it, regardless of whether it is believed or known that our Products did not meet your specified specifications or performance criteria.

12.6 When the price mentioned in the sales agreement includes transportation. We will repair or replace, free of charge, Products lost or damaged during transportation only on the condition that the carrier has noted the deficiencies on the waybill signed and that we are notified of the loss or damage within three working days of the delivery of the Products or the date of delivery and that written confirmation follows within seven days.

12.7 If incomplete delivery is due to reasons other than loss or damage during transport, we have no liability unless we receive a notification containing all relevant information within three days of the delivery of the Products and/or Services and written confirmation within seven days of delivery.

12.8 If your employee or your representative is in our premises for contract fulfillment, we will compensate, at our discretion, for any direct damage to your employee, representative, or property caused by negligence on the part of our employees or representatives working in our premises, provided that:

12.8.1 Our total liability to you or any third party (whether due to breach of contract, legal duty, or otherwise) shall not exceed the price paid for the Products or Services;

12.8.2 We are not liable for any loss of profit, contract, or any other indirect or consequential loss, however arising; and

12.8.3 Except for the provision in clause 12.1, we are not responsible for any injury or damage occurring after your employees or representatives have left our premises.

12.9 Our liability under no circumstances shall exceed the price of the sold Products and/or Services.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 If it is claimed that the Products infringe the rights of a third party, or if we reasonably anticipate such a claim, we may at our option:

13.1.1 Modify the Products or replace them without diminishing overall functionality, to avoid infringement; or

13.1.2 Buy back the Products from you at the price you paid, less a reasonable depreciation.

13.2 If a claim is made or action brought or threatened on the basis of alleged infringement of a third party's rights:

13.2.1 You must notify us as soon as you become aware of such a claim;

13.2.2 We have the right to control and conduct the defense for our benefit in any way we deem fit; and

13.2.3 You must provide us with all reasonable assistance we may reasonably require.

13.3 You must indemnify us against all damages, liabilities, and expenses arising from any work done on the Products in accordance with your specifications that results in the infringement or alleged infringement of a third party's rights.

14. TERMINATION RIGHTS

14.1 Notwithstanding our other rights and remedies, we may terminate any Contract with you, suspend further deliveries, and stop any Products in transit immediately in the following cases:

14.1.1 If you fail to pay any due amounts from any Contract by the due date;

14.1.2 If you breach any of these Terms or the terms of any Contract with us;

14.1.3 If you become subject to bankruptcy, liquidation, insolvency proceedings, enter into an arrangement with creditors, or become subject to any similar proceedings under any jurisdiction;

14.1.4 If you are unable to pay your debts as they fall due;

14.2 Upon termination, we are entitled, without prejudice to our other rights and remedies, to:

14.2.1 Enter your premises, or any premises under your control, to recover Products owned by us;

14.2.2 Receive payment for all our receivables from you for any Products and/or Services provided up to that point, and

14.2.3 Immediately invoice and be paid for any lost profit and the costs incurred for labor, services, and materials for partially completed Products and/or Services, offsetting any potential value to us or the net proceeds from their sale, and for the agreed price of completed Products and/or Services, whether delivered or not, deducting any sales proceeds or the value of the materials, whichever is less.

15. CONFIDENTIALITY

15.1 You must treat all information, drawings, specifications, and data we provide to you related to our products and business as confidential, and not disclose them to any third party without our prior written consent, nor use them for any purpose other than the one for which we have authorized you.

16. GENERAL

16.1 If any of these Terms are found to be invalid or unenforceable by a court or competent authority, such invalidity or unenforceability will not affect the remaining Terms, which will continue in full force and effect. If any of these Terms are deemed invalid or unenforceable but would be valid or enforceable if part of their provisions were removed, the term shall apply with whatever modification is necessary to give effect to the intention of the parties.

16.2 You may not assign or transfer any of your rights or benefits under this Contract without our prior written consent (which shall not be unreasonably withheld or delayed).

16.3 A person who is not a party to the Contract has no right under any law or statute to rely on any term of the Contract.

16.4 No waiver, delay, or forbearance by us, our employees, or representatives in favor of you, your employees, or representatives will limit our rights.

16.5 These Terms and any amendments approved in writing by an authorized representative of Ab Tomas Kjellman constitute the entire agreement between the parties.

16.6 Finnish law governs every Contract and its interpretation, and each party submits to the non-exclusive jurisdiction of Finnish courts for any claims or disputes arising from any Contract.

17. DATA PROTECTION

17.1 Customer information is stored in the Ab Tomas Kjellman customer registry for the purpose of maintaining and managing customer relationships. Ab Tomas Kjellman also has the right to process and disclose information in the registry for legitimate purposes (such as direct marketing) in accordance with the Personal Data Act (523/99). The privacy statement according to the Personal Data Act is available at Ab Tomas Kjellman, Teollisuuskatu 2, 68800 Kolppi. Customers can prohibit the use and processing of their data for marketing purposes and check their own data by contacting Ab Tomas Kjellman customer service. Contacts must be made in writing and sent signed to: Ab Tomas Kjellman, Teollisuuskatu 2, 68800 Kolppi. The full privacy statement can be found at maatalouskone.com.

18. PRODUCT BROCHURES AND IMAGES

18.1 Product images, texts, videos, logos, charts, brochures, etc., in the Ab Tomas Kjellman online store and elsewhere may differ from the actual product. All displayed image and text materials are the property of Ab Tomas Kjellman and/or its partners. Unauthorized use or copying of copyrighted image and text material is prohibited.